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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MILLARD ROBERT B
(Last) (First) (Middle)
515 POST OAK BLVD., SUITE 600
(Street)
HOUSTON TX 77027
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
L 3 COMMUNICATIONS HOLDINGS INC [ LLL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2003 G 1,055 D $0.00 137,123(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 105,278 shares owned by a charitable foundation of which Robert B. Millard and his wife are the sole trustees, and as to which Mr. Millard disclaims beneficial ownership. Mr. Millard is a Managing Director of Lehman Brothers Inc. and a limited partner of Lehman Brothers Capital Partners III, L.P. As a limited partner of Lehman Brothers Capital III, L.P., Mr. Millard may be deemed to share beneficial ownership of shares of L-3 Communications Holdings, Inc. common stock held by Lehman Brothers Capital Partners III, L.P. Mr. Millard disclaims any such beneficial ownership and those shares of common stock are not reflected in the number shown in this table.
/s/ Christopher C. Cambria 02/13/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                             Exhibit 24

                           Robert B. Millard
                           Exhibit to Form 4
                    L-3 Communications Holdings, Inc.
                           February 13, 2004
                           -----------------

                             AUTHORIZATION

     The undersigned hereby appoints Christopher C. Cambria and Michael T.
Strianese, each acting alone, as his or her Authorized Representative to execute
and file with the Securities and Exchange Commission, in the name and on behalf
of the undersigned, any and all of the following documents pursuant to Section
16(a) of the Securities Exchange Act of 1934 and the Rules promulgated
thereunder which relate to the securities of L-3 Communications Holdings, Inc.:
(i) Initial Statement of Beneficial Ownership on Form 3, (ii) Statement of
Changes in Beneficial Ownership on Form 4, and (iii) Annual Statement of Changes
in Beneficial Ownership on Form 5.  This Authorization shall take effect as of
the date hereof and shall remain in full force and effect until the earlier of
the fifth anniversary hereof or the revocation of this Authorization by the
undersigned.



Date:  April 22, 2003


                                           By:    /s/ Robert B. Millard
                                                  ---------------------
                                                  Robert B. Millard